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TERMS & CONDITIONS FOR THE SUBSCRIPTION, ACCESS AND USE OF TM MARKETING TOOLS PRODUCTS AND SERVICES AND WEBSITE

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE YOU SIGN UP FOR THE SUBSCRIPTION OF TM MARKETING TOOLS PRODUCTS („PRODUCTS‟). BY ACCESSING THE WEBSITE AND UPON SUBMISSION OF ONLINE REGISTRATION FORM AND CLICKING THE “I ACCEPT” OR “I AGREE TO TERMS AND CONDITIONS” BUTTON, AND/OR USING OF THE PRODUCTS HEREIN, YOU AND/OR USER ARE DEEMED TO ACKNOWLEDGE AND AGREE TO BE BOUND BY ALL THE FOLLOWING TERMS AND CONDITIONS FOR THE USE OF THE PRODUCTS AND ACCESS TO THE WEBSITE PROVIDED BY TM BERHAD OR ITS AFFILIATES (“TM”). IF YOU DISAGREE, CLICK ON THE BUTTON MARKED "I DISAGREE," AND YOU WILL NOT BE SIGNED UP FOR THE SUBSCRIPTION OF THE PRODUCTS. TM RESERVES THE RIGHT TO UPDATE OR REVISE THE TERMS AND CONDITIONS FROM TIME TO TIME. TM MAY GIVE NOTICE OF SUCH AMENDMENT TO YOU AND/OR USER IN SUCH MANNER AS TM DEEMS APPROPRIATE. CONTINUATION IN THE ACCESS OR USE OF THE PRODUCTS AND WEBSITE SIGNIFIES ACCEPTANCE OF THE CHANGES TO THE TERMS AND CONDITIONS WITH REGARDS TO THE PRODUCTS AND ITS USE.

Whereas you, particulars of which you have provided in the Online Registration Form (hereinafter referred to as “the Customer”) desires to subscribe the Products. 1. The Products

The Products as described in TM‟ website and printed collaterals and made available through TM Personnel, TM authorized resellers, TM Point and online portals is either owned by TM or by its affiliates or other service providers. By registering and/or using the Products, Customer and/or User (as defined hereunder) is deemed to have acknowledged, accepted and agreed to be bound by all of the terms and conditions herein (“T&C”).

Customer acknowledges that the Products are offered to the Customer on package basis comprising of all of the Products as more specifically described in Schedule 1 hereto. Customer further acknowledge that he is not oblige to subscribe for all of the Products if Customer intent to subscribe to the respective Product separately, in which case, Customer will have the option to subscribe to any of the Products from TM under a separate terms and conditions of subscription for any of the Products and in accordance with manner of application as may be prescribed by TM.

2. Definitions

“Activation Date” means the date on which the Products and User Account (hereinafter defined) are activated for the Customer by TM;

“Agreement” means the Customer‟s agreement to subscribe for the Products in accordance with the T&C herein contained;

“Online Registration Form” means the online registration form accessible by Customer through TM‟ website or the website of its affiliates to which these T&C are attached requesting particulars from an applicant offering to become a Customer and furnishing the required and genuine information. The Online Registration Form and these T&C shall form the Agreement. TM shall be at liberty to adopt such other alternative registration form as it deems fit in which case, such alternative form and these T&C shall form the Agreement;

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“Customer” or “User” under the Agreement shall mean an individual, corporate body or company, partnership or firm acceptable to TM or, any associations, government and/or non-government organization or, such other party as may be acceptable to TM, whose application for the subscription of the Products is accepted by TM and shall include his personal representative, successors and permitted assigns, as the case may be, and is synonymous with the term “subscriber” or “applicant” wherever used in other correspondence or documents;

“Minimum Subscription Period” means twelve (12) months‟ period that Customer must subscribe for

the Products effective from the Activation Date or such other minimum period of subscription as may be

mutually agreed in writing between the Customer and TM and stated in the Online Registration Form;

“Products” means all of the products as more specifically described in Schedule 1 hereto;

“Registration Date” means the effective date of the Agreement which is the date upon which TM approves the Customer‟s application for the Products or the date when Customer signifies his acceptance of the Agreement, as the case may be;

Service Charges means all charges payable by Customer to TM in relation to the provision of the

Products as more particularly specified in TM‟ website and/or as provided in the Online Registration

Form;

Statement of Account means any statement or bills or invoices issued from time to time by TM to the Customer in respect of any claim for Service Charges, expenses and damages due and payable by the Customer under the Agreement;

Licence Terms and Conditions of Use means the terms and conditions as imposed by any service provider of any of the Products and applying to the Customer‟s right and use of the relevant Products, and/or as may be viewed by Customer through TM‟ website and/or its affiliates or the relevant service provider‟s website or at such other link as may be advised by TM from time to time. Unless otherwise expressly provided under the Agreement or unless the context otherwise requires, provisions of the License Terms and Conditions of Use for the relevant Products shall be deemed incorporated in the Agreement and accepted by Customer; and

“User Account” means an account under the name of the Customer in relation to the Products subscribed by the Customer.

3. Interpretations

In these T&C, except where the contrary intention appears:-

(a) a document includes all amendments or supplements to that document;

(b) a reference to a statute, ordinance, regulations, code or other law and other instruments under

it, shall include any statute, ordinance, regulation, code and other law consolidating, amending,

re-enacting or replacing of any of them from time to time relating thereto or in connection

therewith. Reference to sections or terms defined in a statute, ordinance, code or other law or

instrument includes reference to corresponding sections or defined terms in consolidated or

replacement statute, ordinance, code or other law or instrument;

(c) a reference to a person includes a firm, body corporate, unincorporated association or an

authority;

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(d) a reference to a person includes the person's executors, administrators, successors,

substitutes (including, without limitation, persons taking by novation), and assigns;

(e) if the day on which the payment of money falls due is not a business day, the due date shall be

deemed to be the next business day and any reference to acts that have to be done or to be

done by or on or before a particular day or business day means by or on or before the close of

business at 5.00pm on that particular day or business day;

(f) where a word or phrase indicates an exception to any of the provisions of these Terms and

conditions and a wider construction is possible, such word or phrase is not to be construed

ejusdem generis with any foregoing words or phrases and where a word or phrase serves only

to illustrate or emphasise any of the provisions of these T&C, such word or phrase is not to be

construed, or to take effect as limiting the generality of such provision;

(g) any reference to "writing", or cognate expressions, includes any communication effected by

facsimile transmission, electronic mail or other comparable means;

(h) any reference to "pay", or cognate expressions, includes payments made in cash or effected

through interbank transfer to the account of the payee, giving the payee access to immediate

available, freely transferable, cleared funds; and

(i) headings are included for convenience and do not affect the interpretation of these T&C.

4. Subscription of the Products and Minimum Subscription Period

TM agrees to provide, and Customer agree to subscribe, the Products in accordance with the Agreement and the relevant specific terms for the relevant Products as specified in Schedule 1 hereto. Customer agrees to subscribe for the Products for at least the Minimum Subscription Period effective from the Activation Date. Customer understands that after the end of the Minimum Subscription Period, the Customer‟s subscription will be auto-renewed unless Customer or TM elects to terminate the subscription by a thirty (30) days‟ prior written notice prior to the expiry of the Minimum Subscription Period.

5. Agreement Period

5.1 Agreement shall be effective as at the Registration Date and shall remain valid and effective unless terminated in accordance with the Agreement.

6. Service Charges

6.1 The Service Charges for the subscription of the Products are more particularly specified in TM‟s website and/or the Online Registration Form, as the case may be. TM may vary the Service Charges from time to time in consequence of any increase in payment and other cost that TM will pay to the relevant service providers as result of foreign exchange exposure or loss due to global market condition or for any other reasons TM deemed appropriate during or after the Minimum Subscription Period (if any) by giving Customer new rate & terms.

6.2 If TM gives Customer a Thirty (30) days‟ notice on new rate or the increase of the Service Charges, Customer will not be charged any cancellation fee and will not be liable for any payment of Service Charges for the remaining unexpired portion of the Minimum Subscription Period if Customer cancels the subscription of the Products before acceptance of payment variation to charges takes effect.

6.3 Customer shall pay the Service Charges post-paid.

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6.4 In the event Customer cancelled or terminate the subscription prior to the expiry of the Minimum

Subscription Period and unless as otherwise provided under Clause 6.2 hereof, Customer shall pay TM

agreed liquidated damages in the sum of RM 200.

7. Licence Terms and Conditions of Use

7.1 Customer understands that certain Products made available to Customer for subscription will be subject to the Licence Terms and Conditions of Use as determined by the relevant service providers from time to time. Customer agrees and acknowledges that:

(a) Customer subscription and use of the relevant Products is conditional on Customer‟s acceptance of and compliance with the Licence Terms and Conditions of Use, where applicable including but not limited to terms governing privacy and the handling of Customer‟s data as determined by the relevant service providers or upon such amended terms and conditions as may be determined by the relevant service providers from time to time;

(b) the Licence Terms and Conditions of Use may be amended from time to time by the relevant providers. TM or the relevant service providers may cancel Customer‟s right to use any of the Products if Customer do not accept any amended Licence Terms and Conditions of Use;

(c) Where TM is merely license to sell specific Products, TM does not make any warranties with respect to the Products and the only warranties, if any, available to Customer are the standard applicable warranties by the relevant service providers unless otherwise expressly provided under these T&C TM. To the extent permitted by applicable laws, the relevant service providers or its affiliates or its suppliers disclaim all warranties and any liability for any damages, whether direct, indirect or consequential, arising from the sale, use or support of the Products ;

(d) Customer are not permitted to remove, modify or obscure any copyright, trade mark or other proprietary notice contained in any licensed software of the Products;

(e) The relevant service providers may receive and use any information relating to Customer in order to provide the Products for use to Customer. TM may be required to keep records of and provide details relating to Customer‟s use of the Products to the relevant service provider and Customer authorises TM to do so;

(f) the service level agreement applicable for the subscription by Customer for the Products and that may be made available to Customer by TM shall be equal to the current service level agreement applicable for the Products, as may be made available by the relevant service providers;

(g) it has the necessary rights to any data, software programs or services that it uses in connection with the access and use of the Products and that the use and any activities in connection thereof do not infringe the intellectual property or other proprietary rights of any third party;

(h) access and use of the Products by Customer will not violate the rights of any third party or purporting to subject TM or the relevant service providers to any other obligations to Customer or any third party and that such access or use shall solely be in a manner that comply with all applicable laws and regulations;

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(i) TM may cancel Customer right to use the Products at any time, for example, if the licence granted to TM by the relevant service providers ends;

(k) the benefit of the provisions of these T&C are not only for TM but also for the relevant

service providers, its affiliates, licensors and suppliers and that each of them is entitled in

its own right to require the performance of any of the provisions herein; and

(l) any additional terms that relevant service providers identifies in any guide for TM and

required to be flowed down to Customer shall be applicable and binding upon the

Customer.

7.2 Where Customer source any software or product Customer wish to use in conjunction with the Products, Customer is responsible for ensuring that Customer obtain all necessary approvals and licences to authorise Customer to use the software or product in conjunction with the Products and comply with all terms applying to use of that software or product.

8. Customer‟s obligations

8.1 In using the Products, Customer agrees and undertakes and must:

(a) comply with and not contravene any and all applicable laws and regulations of Malaysia, whether relating to the Product or otherwise including but not limited to the Communications and Multimedia Act 1998;

(b) comply with any rules imposed by any third party whose content or services Customer access using the Products or whose network Customer‟s data traverses;

(c) comply with License Terms and Conditions of Use or use policy for the Products as imposed by the relevant service providers;

(d) not infringe any person's intellectual property rights (such as by using, copying or distributing data or software without the permission of the owner);

(e) not perform any performance or stress testing on the Products without prior written approval from TM;

(f) not attempt any penetration or security testing without prior written approval from TM; and

(g) obtain and maintain current licensing for all third parties owned software Customer use in conjunction with the Products.

8.2 Customer further acknowledges that:

(a) the Products may rely for its operation on services or products supplied by third parties, who are not controlled or authorised by TM;

(b) TM and the relevant service providers does not warrant that the Products are free from error or interruption; and

(c) TM does not exercise any control over, authorise or make any warranty regarding:

(i) Customer‟s right or ability to use, access or transmit any content (whether error-free, in time, or at all) using any of the Products;

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(ii) the accuracy or completeness of any content which Customer may use, access or transmit using any of the Products;

(iii) the consequences of Customer using, accessing or transmitting any content using any of the Products, including without limitation any virus or other harmful software; or

(iv) any charges which any of the service providers or any third party may impose on Customer in connection with Customer‟s use of any of the Products.

8.3 Customer shall be responsible for providing any security or privacy measures for Customer‟s computer networks and any data stored on those networks or accessed through the Products. TM will incur no liability to Customer in relation to any loss, damage, costs or expenses suffered or incurred by Customer as a result of Customer‟s failure to provide that security or privacy measures.

8.4 Customer indemnify TM for all losses suffered by TM as a result of any claim by a third party relating to Customer‟s data, the use by Customer of any software in connection with the Products or Customer‟s use of the Products.

9. Prohibited Use 9.1 The Customer shall not:

(a) use the Products for any unlawful purpose including without limitation for any criminal purposes;

(b) use the Products to send unsolicited electronic messages or any message which is obscene,

threatening or offensive on moral, religious, racial or political grounds to any person including a company or a corporation;

(c) infringe any intellectual property rights of TM, its related companies and subsidiaries or any

third party;

(d) share the Products with any person including a company or corporation without the prior written approval of TM and shall use the Products only for the purpose for which it is subscribed; and

(e) resell or sublet the Products to any third parties without prior written consent from TM or

reverse engineer, decompile or disassemble the Products or use of the Products in any manner, which in the opinion of TM or any of the service providers may adversely affect the use of the Products by other customers or efficiency or security as a whole.

10. Security and Other Features/Lawful Purpose 10.1 The Customer shall be responsible for maintaining the confidentiality of his ID, username, passwords, if

any, (including without limitation changing his passwords from time to time) and shall not reveal the same to any other person. Where user identification is necessary to access the Products, the Customer shall use only his user identification.

10.2 The Customer shall report to TM within twenty four (24) hours if the User Account, user identification or password is stolen or lost. Until such report has been made, the Customer shall be responsible for all transactions and access to the Products using the Customer‟s User Account, user identification or

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password by any third party whether or not authorize by the Customer and TM shall not be held responsible for any prohibited and/or unauthorized use of the Products as provided in the Agreement.

10.3 The Customer shall only use the Products for lawful purposes. Transmission of any material in violation

of any international, federal, state or local laws or regulations is prohibited. These included, but shall not be limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. These also included links or any connection to such materials.

10.4 The Customer shall not use TM‟s website or the relevant service providers‟ website, Products and/or

content available in the website or other website made available to, directly or indirectly, interfere or attempt to interfere with:- (a) the proper working of the website and/or Products; or (b) other party‟s use or enjoyment of the website and/or Products.

11. Proprietary Rights 11.1 Except as otherwise stated herein, all rights, title and interest in and to TM‟s website or the website of its

affiliates or any of the service providers‟ website accessible to the Customer for the purpose of the provision of the Products is owned by TM or the relevant service providers and/or their respective affiliates.

11.2 The Customer agrees and acknowledges that all proprietary rights of its website and other intellectual property rights displayed in the website are the property of TM or the relevant Service Providers or their respective affiliates, as the case may be, and where applicable, third party proprietors as identified in the website or as agreed between TM and the third party. Hence, no right or license is granted directly or indirectly to any party accessing the website to use or reproduce any such proprietary content, trademarks, Products‟ marks, brand names, logos and other intellectual property and no party accessing the website can claim any right, title or interest therein.

11.3 Any uploaded materials or content in the website belong to the person who lawfully uploaded such

material or content in the website. 11.4 The content and /or the Products owned, operated, licensed or controlled by TM or any of the service

providers shall not be copied, reproduced, republished, uploaded, posted, transmitted, altered or distributed in any manner without the written consent of TM. Further, Customer also may not, without prior consent from TM, mirror or frame all or any part of its website on any other server or as part of any other website(s).

11.5 The Customer acknowledges and agrees that the Products and any necessary software used in connection with the Products contain proprietary and confidential information that is protected by applicable intellectual property and other laws.

11.6 The Customer further acknowledge and agree that content contained in information presented to the

Customer through the Product s is protected by copyrights, trademarks, Products‟ marks, patents or other proprietary rights and laws.

11.7 Except as expressly authorised by TM, the Customer agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Products, in whole or in part.

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12. Suspension of Use of the Products 12.1 Without prejudice to any other rights or remedies and notwithstanding any waiver by TM of any previous

breach by the Customer, TM may suspend the use or availability of the Products for a period determined by TM in its sole discretion in the event that:

(a) the Customer fails to comply with any of the terms as herein contained;

(b) any scheduled or unscheduled outages occur which cause interruption to the Products

including but not limited to maintenance of TM‟s equipment or systems;

(c) TM has reasonable suspicion that all and/or any part of the Products are involved in fraudulent activities; or

(d) due to whatsoever reason(s), TM decides to conduct telecommunication fraud preventive

actions. 12.2 In the event of any suspension of the Products by TM in accordance with Clause 12.1(a) and (b) hereof,

TM may if it deems appropriate at it sole discretion and upon such terms, as it deems proper make available of the Products, in which event the Products and the Agreement shall continue in effect as if the Products had not been suspended.

13. Termination 13.1 Without prejudice to any other rights or remedies of the parties under the Agreement or at aw, either

party may terminate the Agreement if:- (a) the other party breaches any term, condition, undertaking or warranty under the Agreement

and such breach remain unremedied for a period of seven (7) days after receipt of the written request to remedy the same;

(b) the other party becomes bankrupt or enters into any composition or arrangement with or for the

benefit of creditors or either party or allow any judgment against either party to remain unsatisfied for the period of twenty-one (21) days; or,

(c) any event of Force Majeure occurs as specified in Clause 20 hereof, which continues for a period of more than seven (7) days.

13.2 Without prejudice to any other rights or remedies of TM under the Agreement or at law, TM may

terminate the Agreement by giving the Customer seven (7) days notice, in writing, if the Customer:

(a) fails to comply with TM‟s policy(ies) and/or instruction(s) communicated to the Customer from time to time, in writing; or,

(b) is in breach of any provisions under Communications and Multimedia Act 1998 or any other

rules, regulations, by-laws, acts ordinances or any amendments to the above. 13.3 Notwithstanding the above, TM may terminate the provision of the Products under the Agreement

immediately, without penalty and liability, if: (a) the Customer fails to comply with the terms of the Agreement, and TM, in its sole discretion is

of the opinion that such breach shall not be tolerated; or (b) the Customer provided false or incomplete information to TM; or

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(d) if TM‟s right to resell any of the Products is terminated by the relevant service providers or proprietor for any for any reason whatsoever.

13.4 Such termination, as hereinbefore mentioned in Clauses 13.2 and 13.3, shall not prejudice the right of

TM to recover all charges, cost, and interests due and any other incidental damages incurred thereto.

13.5 TM shall not be liable to the Customer for any claim for damages or costs of any nature whatsoever arising out of discontinuance of the Products or termination or expiration of the Agreement in accordance with its term including but not limited to any claim for loss of profits or prospective profits or for anticipated loss.

13.6 In the event Customer terminates the subscription of the Products prior to the expiry of the Minimum

Subscription Period, Customer agrees and undertakes to pay TM an agreed liquidated damages in the sum of RM200.

14. Disclaimer and Limitation of Liability 14.1 The Products are provided on an “as is” basis. TM makes no warranty of any kind, either expressed or

implied, and expressly disclaims all implied warranties, including, but not limited to warranties of accuracy, completeness and reasonableness of the Product for a particular purpose of the Customer.

14.2 TM shall not be liable to the Customer for any loss or any damages sustained by reason of any

disclosure, inadvertent or otherwise in any information concerning the User Account particulars unless as a result of its gross negligence.

14.3 While every care is taken by TM in the provision of the Products, TM shall not be liable for any loss of

information howsoever caused whether as a result of any interruption, suspension, or termination of the Products or otherwise, or for the contents accuracy or quality of information available, received or transmitted through the Products.

14.4 TM‟ entire liability and the Customer‟s sole and exclusive remedy under the Agreement for claims, losses or damages, regardless of the form of action and whether the liability arises in contract, tort, negligence and strict liability, breach of warranty or otherwise, will be limited to direct damages in an amount that does not exceed the total net payments payable by the Customer under the Agreement during the three (3) months preceding the month in which the loss or damage occurred provided further that the limit on direct damages applies to each claim individually and to all claims in the aggregate during any three(s) month period.

14.5 TM will not be liable to the Customer for any incidental, consequential, reliance, special or other indirect damages, including lost profits, business, goodwill or anticipated revenue, loss of data, downtime or business interruption, or increased cost of operations, or for exemplary or punitive damages arising out of or related to the Agreement or the Products whether or not such party has been advised of the possibility of such damages.

14.6 Each party acknowledges that the disclaimers of warranties, limitations of liability, and limitations of remedies in these T&C fairly allocate risks between them.

15. Indemnity The Customer undertakes and agrees to indemnify, save and hold harmless TM at all times against all

actions, claims proceedings, costs, losses and damages whatsoever including but not limited to libel, slander or infringement of copyright or other intellectual property rights or death, bodily injury or property damage howsoever arising which TM may sustain, incur or pay, or as the case may be, which may be brought or established against TM by any person including a company or corporation whomsoever

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arising out of or in connection with or by reason of the operation, provision or use of the Products under and pursuant to the Agreement and which are attributable to the act, omission or neglect of the Customer, his servants or agents.

16. Confidential Information Except as expressly provided herein, either party shall not at any time communicate to any person any

confidential information disclosed to him for the purpose of the provision of the Products or discovered by him in the course of the provision and performance of the Products. For the avoidance of doubt, TM may disclose any confidential information in regards to the Agreement to its affiliates or the relevant service providers or proprietor of the Products in its ordinary course of business and/or on need to know basis or as expressly provided herein, as the case may be.

17. Compliance with applicable laws The Customer shall comply with and not to contravene any and all applicable laws and regulations of

Malaysia relating to the Products or otherwise, including but not limited to Communications and Multimedia Act 1998 and its subsidiary legislation, other Acts of Parliament, local by-laws, rules and regulations issued by relevant government bodies and/or authorities.

18. Assignment

Neither party shall transfer or assign its rights or obligations here under in whole or in part without the prior written consent of the other party, which consent, shall not be unreasonably withheld. Notwithstanding the aforesaid, TM may assign all or any part of its rights and obligations hereunder or its rights, interest or obligations for the provision of the Products at any time to any of its affiliate which can sufficiently execute the obligations under the Agreement.

19. Notice

19.1 Any notice, approval, request or demand required or permitted to be given pursuant to the Agreement or any communication between the parties with respect to the provision of the Product shall be in writing, in English and/or Bahasa Malaysia and shall be deemed to have been sufficiently served or duly given to party‟s address specified in the Online Registration Form, or at such other address as either party may specify in writing:-

(a) when duly given or delivered personally to the party for who intended;

(b) seven (7) days following the date of posting into the mail; and

(c) facsimile or electronic mail or other means of telecommunication in permanent written form.

19.2 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be. Notices and invoices given by email will be deemed to have been received when the log generated by the sender's computer or email server or equivalent, evidences the email being sent and/or the email was acknowledged either by a delivery receipt or otherwise, provided that if the email does not get sent on a working day at the place to which it is addressed, the notice will be deemed to be delivered on the following working day.

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20. Force Majeure

20.1 If either party is temporarily unable by reason of Force Majeure or the laws or regulations of Malaysia to

meet any of its obligations under the Agreement, and if such party gives to the other party written notice of the event within seven (7) days after such occurrence the obligations of the party as it is unable to perform by reason of the event shall be suspended for as long as the disabling situation continues.

20.2 In the event of a Force Majeure situation which hinders any party in the discharge of its respective obligations under the Agreement, the party claiming to be affected thereby shall promptly notify the other party giving the estimated extent and duration of such inability to perform its obligations hereunder and other reasonable full particulars and shall use its best endeavours to remedy the situation and the parties shall consult each other with respect to the appropriate measures to be taken.

20.3 The performance of any obligation or obligations suspended while Force Majeure is operative shall be resumed as soon as such Force Majeure event ceases. Any loss or damage or delays in, or failure of performance by either party hereto shall not constitute default hereunder or give rise to any claims for damages or loss of anticipated profits, if and to the extent that such loss, damage, delay or failure is caused by Force Majeure.

20.4 The term “Force Majeure” as employed herein shall include but not limited to acts of God, strike, lockouts or other industrial disturbances, wars, insurrection, epidemics, landslides, earthquakes, storms, lightning, floods, civil disturbances, explosions, and any other similar events not within the control of either party and which by the exercise of due diligence neither party is able to overcome.

21. Intellectual Property Rights

Except as may be expressly agreed in writing between the parties (under such express terms as are agreed), all trade and service marks, inventions, patents, copyrights, registered designs, design rights and all other intellectual property rights shall, be and remain in the ownership of the relevant party. Nothing herein shall confer or be deemed to confer on either party expressly, implied or otherwise, any rights or licenses in the intellectual property of the other. Each party shall, in the performance of the Agreement, indemnify and keep the other indemnified from and against any losses, damages, cost and expenses, including legal fees, which may be incurred or suffered by the assertion of any intellectual property rights by third parties and/or in any claim or action instituted for or arising from any infringement of any intellectual property rights. A party indemnified under the Agreement shall give the indemnifying party (a) prompt written notice of any claim, (b) the right to control and direct the investigation, preparation, defense, and settlement of the action; and (c) reasonable assistance and information.

22. Governing Laws

These T&C shall be governed by and construed in accordance with the laws of Malaysia and no suit or other proceeding relating hereto shall be brought or filed in any court other than a court of competent jurisdiction in Malaysia, which shall have non-exclusive jurisdiction to hear and determine all suits or proceedings arising out of the Agreement.

23. Dispute Resolution

23.1 All disputes, controversies or differences which may arise between the parties out of, in relation to, or in connection with, the Agreement or breach thereof, shall be amicably settled by the parties, failing which the same shall be referred to arbitration under the Rules for Arbitration of the Kuala Lumpur Regional Centre for Arbitration which Rules are deemed to be incorporated by reference into this clause.

23.2 Notwithstanding Clause 23.1 above, the Customer agrees that TM shall have the exclusive right, at its sole option and for its benefit, to refer any dispute or difference arising out of or in connection with the Products or the Agreement including any question regarding its existence, validity or termination to the exclusive jurisdiction of the Courts of Malaysia.

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23.3 For the avoidance of doubt, the right of TM to refer any dispute or difference to the exclusive jurisdiction of the Courts of Malaysia in Clause 23.2 above shall be exercisable even if the Customer has or has purported to commence arbitration proceedings under Clause 23.1 and is also exercisable in respect of such arbitration proceedings as are commenced or purported to be commenced. Where TM has elected to refer any such proceedings to the exclusive jurisdiction of the Courts of Malaysia under this clause, the parties shall take all steps and do all necessary to ensure that any arbitration proceedings so initiated are stayed in favour of the legal proceedings.

23.4 For the avoidance of doubt, the right of TM to exercise the option in Clause 23.2 arises each time there is a dispute or difference that is covered by Clause 23.1 and Clause 23.2 and shall not be fettered by any previous election made under Clause 23.2 and/or Clause 23.3.

24. Tax

24.1 Save as otherwise provided in the Agreement, the parties undertake to each other that the parties shall comply with all the tax requirements applicable to each party as set out by the relevant tax authorities of the parties‟ relevant jurisdiction. The parties agree that each of the parties shall be responsible for and shall pay at its own expense all taxes (direct or indirect), duties, excess, levy of any kind based on income, turnover, value of services, quantum of measurement or otherwise arising in their respective jurisdiction and applicable to each of the parties in performing their obligations under the Agreement.

24.2 Customer shall be responsible to pay any service tax or the like imposition chargeable for the Products. Where Goods and Services Tax (“GST”) is applicable to any supplies or services provided by TM under the Agreement, the applicable rate of GST will be charged on the amount payable for the supply or services. The consideration of such supply or services will be increased by an amount calculated as:

A x R Where:

A is the amount of consideration payable for the supply or services; and

R is the applicable rate of GST

If TM is liable for GST as contemplated above then TM shall provide to Customer information that may be reasonably required to establish its liability for GST and do such things and provide such information and documents as may reasonable be required by the Customer to claim an input tax credit under the law applicable to GST and where a taxable supply has been made and consideration charged but the applicable GST has not been charged, TM shall issue a tax invoice to the Customer for the increase in the consideration required in accordance with the law applicable to GST. Where the supply or services under the Agreement is made before the implementation date of the GST, then no GST shall be payable by the Customer.

25. Change of Customer‟s Details The Customer undertakes to inform TM of any change of the Customer‟s information provided earlier to

TM within three (3) days of such changes. Failure by the Customer to notify TM of such changes shall be a waiver of the Customer‟s right including the right to be notified under the Agreement.

26. Waiver

Failure by either party to exercise any of all its rights, powers, privileges or remedies under the Agreement or any single or partial exercise of a right, power, privilege or remedy, shall not act as a waiver of such rights, powers, privileges or remedies and such rights, powers, privileges or remedies may be exercised with or without having to wait for the occurrence or re-occurrence of a similar or any other event giving rise to such rights, powers, privileges or remedies. Without limiting the foregoing, no waiver by any party of any breach of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision of the Agreement (all of which are several and

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cumulative and are not exclusive of each other) or of any other rights or remedies otherwise available to a party at law or in equity. Any waiver by any party hereto of a breach or default of any provisions in the Agreement shall be in writing.

27. Severability

If one or more of the provisions of the Agreement shall be invalid, illegal or unenforceable under any applicable law or decision, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way and such invalid, illegal or unenforceable provision(s) shall be deemed deleted. Each party shall, in any such event, execute such additional documents as the other party may reasonably request in order to give valid, legal and enforceable effect to any provision, which is determined to be invalid, illegal or unenforceable, to the extent permitted by law. If any provision shall be void, illegal or unenforceable but would be valid and enforceable if read down, then that provision shall be read down to the extent necessary to render the provision valid and enforceable.

28. Time

Time for the performance of the obligations under the Agreement, whenever mentioned shall be of the essence. Where the time limited for any person to do anything expires on a Saturday, Sunday, or other public holiday, or on the day next following any such day, then such Saturday, Sunday or other public holiday shall be excluded from the computation of the time.

29. Entire Agreement

The Agreement shall be deemed to be and constitutes the final and entire agreement between the parties with respect to its subject matter, and supersedes all prior written and oral agreements, promises, understandings, statements and representations regarding its subject matter.

30. Binding Nature

The Agreement shall be binding on the parties hereto and their respective personal representative, administrator, permitted assigns or assigns and successors, as the case may be.

31. Costs and Stamp Duty

The stamp duty (if any) payable on the Agreement or in connection with the Products shall be borne by the Customer.

32. Customer‟s Warranties and Acknowledgement 32.1 The Customer hereby warrants that:

(a) he has the legal capacity to enter into the Agreement and is not a minor; and (b) if the Customer is a body corporate, it has the required corporate authority to enter, execute

and be bound by the Agreement. 32.2 The Customer acknowledges that:

(a) he has read and fully understood all the terms and conditions herein upon signing the Online

Registration Form and agrees to be bound by the same upon TM accepting the application;

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(b) the details and documents provided to TM together with the Online Registration Form are true, genuine and contain the latest information and allow TM to conduct independent verification of the same with any organization or body.

32.3 Notwithstanding the above, TM reserves the right to reject the application or require the Customer to

furnish details or documents as TM deems fit and necessary without assigning any reason whatsoever. 32.4 The Customer further acknowledges and agrees that TM or the relevant service providers may use the

Customer‟s data and personal information acquired through the registration process or through the Customer‟s use of the Products for the purpose of evaluating the Products, processing and fulfilling Customer request for the Products, responding to Customer enquiries, conducting research for improvement of the Products and statistical analysis and the general operation and maintenance of the Products and its related website(s). TM will disclose the Customer‟s personal information if required to do so by law or in good faith, if such action is necessary to comply with any law enforcement agency, court orders or legal process; and/or protect and defend the rights or property of TM or the service providers or proprietors of the Products and its users subject to current regulations concerning personal data protection and applicable privacy policy.

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Schedule 1

Description of the Products and Additional Terms and Conditions of Use

A. Infoblast

Description:

Infoblast is a suite of communication and messaging services that is available via a fixed line or mobile number and offered to Customer through a single portal. Infoblast benefits Customer from less time needed for tracking and the ability to respond quickly. Customer will be able to send and receive messages via internet enable PC. Messages will reach the recipient shortly after the message is delivered by the sender and recipient can be reached directly since the message can be specified to be sent to fixed line or mobile.

Additional Terms and Conditions:

1. Customer understand that Infoblast also incorporates advertisements and that these

advertisements are necessary as part of its service feature. Customer agrees to the aforesaid

requirement and further agrees that by using the service, certain communications such as

service and administrative announcements and advertisements will become a part of its

feature and that Customer will not be able to opt out of receiving them;

2. Customer agrees that any new features that augments or enhances the service, including the

release of new Infoblast properties shall be subject to the terms of the Agreement;

3. The service is provided on “as--is” basis and TM assume no responsibility for the timeliness,

deletion, mis-delivery or failure to store any user communications or personalization setting.

Customer remains responsible for obtaining access to the service, and that access may

involve third-party fees (such as Internet service provider or airtime charges). Customer agrees

to be responsible for those fees, including those fees associated with the display or delivery of

advertisements. In addition, Customer must provide and be responsible for all medium

necessary to access the service; and

4. Customer acknowledges that TM makes no representations or warranties of any kind

whatsoever in respect of the provision of the services or its use. TM shall use its best

endeavours to ensure the continuity and efficiency of the provision of the services at all time

and shall not be held liable for any loss or damage whatsoever and howsoever arising save for

gross negligence of TM.

B. Yellow Pages Advertisement

Description:

SME priority listing via Internet Yellow Pages (IYP) that allows exclusive listing and enables Customer to be listed in the Second Priority or Business Listing in search result of Internet Yellow Pages. „Second Priority‟ or „Business Listing” refers to a pool of listing that appears after the first priority / ranking) listing (Executive Listing). Description of Second Priority or Business Listing is available at http://www.yellowpages.com.my/product/index.jsp .

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Listing Feature:

- Second priority in search result - 1 (one) Logo - 1 (one) Classification - 3 (three) Keywords - Click-to-call feature (Free call) - Contact person, email with enquiry form, website link, address, phone, fax - 1 (one) page of Products & Services List (up to 10 entry)

Advertiser Feature:

- Statistic report of listing performance - User ID & Password (DIY)

Additional Terms and Conditions

1. Yellow Pages Advertisement will be provided by TM‟s affiliate/subsidiary namely TMIM. TMIM

agrees to exercise reasonable care that the advertisements are correctly posted based on the

Customer‟s information given upon the subscription.

2. Any instruction by the Customer and/or signatory to amend and/or modify the advertisement shall

be made in writing and upon TMIM‟s approval.

3. The advertisement content (text and visual presentation) furnished must be acceptable to TMIM.

4. Photographs and/or illustrations sourced from commercially available image libraries are not

exclusive to specific Customer‟s advertisement.

5. All copyright in the advertisement requested herein will vest in TMIM and the Customer and/or signatory is not permitted to reproduce all or any part of the advertisement without TMIM‟s prior written approval.

6. The Customer is solely responsible for the information and content of the advertisement and any demand, claim or liability arising out of or relating to the said information and content of the advertisement. The Customer represents and warrants that it has obtained all necessary approvals, licenses or permits required and holds the necessary rights to permit the use, printing or posting of the advertisement for the purpose of this Advertisement Agreement; and that the use, reproduction, distribution, or transmission of the advertisement will not violate any applicable laws, regulations or any rights of any person or third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of any person, celebrity, or any other rights of any person or entity.

7. The Customer and/or signatory warrants that he/she is authorised and entitled to advertise the business service or products and further agrees to and hereby indemnifies and holds TM and TMIM harmless from all claims, demands, damages or liabilities whatsoever arising out of or in any way caused by the posting at TMIM‟s website of the advertising copy and listings.

8. The Customer warrants that all particulars and information provided for this advertisement are true

in every respect and undertake to immediately notify TMIM of any change in such information.

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9. The Customer shall be solely responsible for obtaining, at his own cost, all licences, permits, consents, approvals and intellectual property or other rights as may be required for providing the advertisement.

10. The Customer shall ensure that the information and content provided for the advertisement will be

in compliance with and not in contravention of all applicable laws of Malaysia including but not limited to the Communications and Multimedia Act 1998 or any by-laws, rules, regulations or other subsidiary legislation under such Act, or any directions, order, requirement or instruction whatsoever given by any authority competent to do so under any written law.

11. The Customer shall ensure that the information and content for the advertisement will not infringe

any intellectual property rights of any person.

C. Lelong.my Web Store

Description Lelong.my Web Store (Lelong Web Store) allows merchant to setup and manages their E-Commerce business online. Each product posted by merchant will appear in Lelong.my and Pretty.my (Lelong‟s fashion marketplace).

To expand your business, Lelong Web Store provides powerful E-Commerce solution that pushes your business to the next level without any hardware investment or technical knowledge.

Lelong Web Store has enabled thousands of successful sellers ranging from one-man-show entrepreneur to large enterprises.

Feature package: - Shopping cart system (12 + 1 = 13 months subscription) - 1,000 product posting*1 - 50 iAccount points, worth RM 50.00 for advertisement and store plugin features*2 - 13 months email merchant support - One time scheduled Class 102 (hands on class), to be conducted at scheduled venue. - Marketing channel*3

o Lelong.my eCampaign o GroupMe.my product submission o Lelong.my Facebook shout out

- NetPay payment solution*4 - GroupMe product submission*4 - Participate in Lelong.my eCampaign*4

*1 With NetPay approval, otherwise 500 product posting per Web Store. *2 iAccount point is non-transferable and cannot be converted into cash. *3 Subject to Lelong.my eCampaign, GroupMe.my or Lelong.my social media admin‟s approval. *4 Certain fees apply upon successful sales. *4 2nd year annual fee for NetPay will be waived when Merchant renew 2nd year Lelong.my Web Store service. The above description and feature package of Lelong Web Store shall be read together with: 1. Lelong.my user agreement http://www.lelong.com.my/Auc/Registration/UserAgreement.asp?1=0 2. Lelong.my Web Store www.lelong.my/webstore/tm

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3. Privacy policy http://www.lelong.com.my/Auc/help/privacypolicy.asp 4. NetPay payment solution https://www.netpay.my/web/TOU.aspx 5. GroupMe.my http://www.groupme.my/Terms-of-Use.html 6. Lelong.my eCampaign http://lelong.my/edm/tnc.asp Additional Terms and Conditions

1. Voucher credit must be applied within 30 days for creating Lelong.my Web Store account and is valid only for new Lelong.my customers with self-managed signup accounts. Based on the details Customer provided to receive his/her voucher, Lelong.my may contact Customer at a later date with regards to setting up of a Customer‟s Web Store account. Use of Lelong.my and redemption of the voucher credit shall be subject to approval, valid registration and acceptance of Lelong.my‟s current terms and condition.

2. One voucher credit is allowed per Customer. The voucher credit is non-transferable and may

not be sold or bartered.

3. Offer may be changed or revoked at any time for any reason by Lelong.my and is void where prohibited or restricted law.

4. Customer‟s use of voucher credit constitutes Customer‟s acceptance of these terms and

conditions and the license terms and conditions of use.

5. Web Store will be automatically activated upon successful verification.

6. Other advertisement or features plugins are required to be subscribed separately.

For more details on Lelong.my„s Web Store User Agreement, please visit:

http://www.lelong.com.my/WebStore/tnc.asp